To the Shareholders of Actelion Ltd

INVITATION TO THE ANNUAL GENERAL MEETING 2015.DATEFRIDAY, 8 MAY 2015, 10:00 A.M.(ADMISSION FROM 09:00 A.M.)

VENUEKONGRESSZENTRUM BASEL, MESSEPLATZ 21, 4058 BASEL

OVERVIEW

1. Annual Report 2014, Consolidated Accounts 2014, Statutory Accounts 2014 and Compensation Report 2014

1.1 Approval of Annual Report 2014, Consolidated Financial Statements 2014 and Statutory Financial Statements 2014

1.2 Consultative Vote on the Compensation Report 2014

2. Appropriation of Available Earnings and Distribution Against Reserve from Capital Contribution

3. Discharge of the Board of Directors and of the Executive Management

4. Board Elections

4.1 Re-Election of the Board of Directors

4.2 Election of New Directors

4.3 Election of the Chairperson of the Board of Directors

4.4 Election of the Compensation Committee

5. Approval of Board Compensation and Executive Management Compensation

5.1 Approval of Board Compensation (Non-Executive Directors)

5.2 Approval of Executive Management Compensation 2016 (Maximum Amount)

6. Election of Independent Proxy

7. Election of the Statutory Auditors

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1. ANNUAL REPORT 2014, CONSOLIDATED ACCOUNTS 2014, STATUTORY ACCOUNTS 2014 AND COMPENSATION REPORT 2014

1.1 APPROVAL OF ANNUAL REPORT 2014, CONSOLIDATED FINANCIAL STATEMENTS 2014, STATUTORY FINANCIAL STATEMENTS 2014

Proposal of the Board of Directors: The Board of Directors proposes to approve the Annual Report 2014, the Consolidated Financial Statements 2014 and the Statutory Financial Statements 2014.

1.2 CONSULTATIVE VOTE ON THE COMPENSATION REPORT 2014

Proposal of the Board of Directors: The Board of Directors proposes to endorse the Compensation Report 2014 (non-binding consultative vote)

Explanation by the Board of Directors: The Compensation Report has been made available to Shareholders and can be downloaded from the Company’s website www.actelion.com. It explains the governance and principles underlying the compensation structure at Actelion Ltd. In addition, the Compensation Report sets out the remuneration of the Board of Directors and the Actelion Executive Committee in 2014 as required under the Ordinance against Excessive Remuneration in listed Stock Corporations.

2. APPROPRIATION OF AVAILABLE EARNINGS AND DISTRIBUTION AGAINST RESERVE FROM CAPITAL CONTRIBUTION

Proposal of the Board of Directors: The Board of Directors proposes a transfer from legal reserve originating from capital contribution to accumulated profit and appropriation of available earnings as follows:

Explanation by the Board of Directors: Treasury shares held by Actelion Ltd and its subsidiaries are not entitled to dividends. The aggregate amount to be appropriated for dividend payment will be determined on 13 May 2015 based on the number of shares entitled to dividends and will be adjusted accordingly.

3. DISCHARGE OF THE BOARD OF DIRECTORS AND OF THE EXECUTIVE MANAGEMENT

Proposal of the Board of Directors: The Board of Directors proposes to grant discharge to all members of the Board of Directors and of the Executive Management for the financial year 2014.

4. BOARD ELECTIONS

4.1 RE-ELECTION OF THE BOARD OF DIRECTORS

Proposal of the Board of Directors: The Board of Directors proposes that each of the following persons be re-elected for a term of office until the conclusion of the Annual General Meeting 2016:

- Jean-Pierre Garnier - Jean-Paul Clozel - Juhani Anttila - Robert Bertolini - John J. Greisch - Peter Gruss - Michael Jacobi - Jean Malo

AGENDA AND PROPOSALS

(in CHF thousands)

Balance brought forward 1,160,797

Transfer from legal reserve originating from capital contribution to accumulated profit 136,160

Dividend payment (133,389)

Reserves for own shares (treasury shares) (91,132)

Net income of 2014 489,799

Total accumulated profit 1,562,235

Transfer from legal reserve originating from capital contribution to accumulated profit 144,467

Total available earnings 1,706,702

Contribution to other legal reserves –

Distribution as dividend out of legal reserve originating from capital contribution of CHF 1.30 per registered share (144,467)

Balance to be carried forward 1,562,235

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Actelion Annual General Meeting 2015

Explanation by the Board of Directors: The elections will be conducted on an individual basis. For further information on the proposed candidates, please refer to the Corporate Governance Report 2014 which can be downloaded from the Company’s website.

Mr. Carl Feldbaum and Mr. Werner Henrich are not standing for re-election.

4.2 ELECTION OF NEW DIRECTORS

4.2.1 Election of Ms. Herna Verhagen

Proposal of the Board of Directors: The Board of Directors proposes that Ms. Herna Verhagen be elected for a term of office until the conclusion of the 2016 Annual General Meeting.

Explanation by the Board of Directors: For a biography of Ms. Herna Verhagen, please refer to Appendix 1 to this invitation.

4.2.2 Election of Mr. David Stout

Proposal of the Board of Directors: The Board of Directors proposes that Mr. David Stout be elected for a term of office until the conclusion of the 2016 Annual General Meeting.

Explanation by the Board of Directors: For a biography of Mr. David Stout, please refer to Appendix 1 to this invitation.

4.3 ELECTION OF THE CHAIRPERSON OF THE BOARD OF DIRECTORS

Proposal of the Board of Directors: The Board of Directors proposes that Mr. Jean-Pierre Garnier be elected as Chairman of the Board of Directors for a term of office until the conclusion of the 2016 Annual General Meeting.

4.4 ELECTION OF THE COMPENSATION COMMITTEE

Proposal of the Board of Directors: The Board of Directors proposes that Ms. Herna Verhagen, Mr. Jean-Pierre Garnier and Mr. John J. Greisch be elected as members of the Compensation Committee for a term of office until conclusion of the 2016 Annual General Meeting.

Explanation by the Board of Directors: The election will be conducted on an individual basis. If elected, Mr. John J. Greisch will be appointed as Chairman of the Compensation Committee.

5. APPROVAL OF BOARD COMPENSATION AND EXECUTIVE MANAGEMENT COMPENSATION

5.1 APPROVAL OF BOARD COMPENSATION (NON-EXECUTIVE DIRECTORS)

Proposal of the Board of Directors: The Board of Directors proposes the approval of the aggregate maximum compensation amount for the Board of Directors (Non-Executive Directors) of CHF 2.27 mio for the term until the Annual General Meeting 2016.

Explanation by the Board of Directors: In accordance with Art. 8a Section 1 lit. a of the Articles of Association, the Board of Directors submits each year to the Annual General Meeting for approval the maximum compensation of the non-executive members of the Board of Directors for the period until the next Annual General Meeting. The Board decides upon the allocation of compensation to the non-executive members. In addition, the Company pays compulsory social security insurance contributions as required by law.

More detailed information on the proposal can be found in Appendix 2 to this invitation.

The actual compensation paid to each non-executive Board member will be disclosed per calendar year in the Compensation Report. As required by our Articles of Association the Compensation Report 2015 will also be submitted to the Annual General Meeting 2016 for a non-binding consultative vote.

5.2 APPROVAL OF EXECUTIVE MANAGEMENT COMPENSATION 2016 (MAXIMUM AMOUNT)

Proposal of the Board of Directors: The Board of Directors proposes the approval of the aggregate maximum compensation amount for the Actelion Executive Committee (AEC) for the financial year 2016 in the amount of CHF 17.2 mio.

Explanation by the Board of Directors:

In accordance with Art. 8a Section 1 lit. b of the Articles of Association, the Board of Directors submits each year to the ordinary general meeting for approval the maximum compensation of the AEC for the next financial year. The aggregate maximum compensation amount includes the base salary, the variable short-term compensation as well as the variable long-term compensation paid or awarded in that year.

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The aggregate maximum compensation amount is a budget and based on the assumption that each member of the AEC will have fully achieved all the targets under the Company’s variable short-term compensation plans (bonus) and all criteria under our allocation grid for the variable long-term compensation. It should not be regarded as the compensation amount that will be actually paid or awarded. The actual compensation will depend on individual performance and target achievement.

In addition, the Company pays compulsory social security insurance contributions as required by law. More detailed information on the proposal can be found in Appendix 2 to this invitation.

The aggregate compensation paid to the AEC in 2016 as well as the compensation of the highest paid member will be disclosed in the Compensation Report 2016 and submitted to a non-binding consultative vote by the Annual General Meeting 2017.

6. ELECTION OF THE INDEPENDENT PROXY

Proposal of the Board of Directors: The Board of Directors proposes that BDO AG, represented by Mr. Marc Schaffner, be elected as Independent Proxy for a term of office until the conclusion of the 2016 Annual General Meeting.

7. ELECTION OF THE STATUTORY AUDITORS

Proposal of the Board of Directors: The Board of Directors proposes to re-elect Ernst & Young AG, Basel, as statutory auditors for the business year 2015.

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Actelion Annual General Meeting 2015

On 17 February 2015, after a corresponding announcement in the media on 16 February 2015, Actelion Ltd published a notice in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt) inviting qualifying Shareholders to submit their requests for the inclusion of individual items on the agenda by 27 March 2015. No requests have been submitted.

ORGANISATIONAL NOTES LOCATION

This Annual General Meeting will take place at the Kongresszentrum Basel, Messeplatz 21, 4058 Basel.

ANNUAL REPORT

The Annual Report with Consolidated and Statutory Accounts, the Auditors’ Reports for 2014 and the Compensation Report 2014 can be consulted by the Shareholders at the premises of Actelion Ltd, Hegenheimermattweg 95, CH-4123 Allschwil. Registered Shareholders may request a copy of these documents. All documents are also available online at www.actelion.com/annual-report.

TICKETS OF ADMISSION

Shareholders are kindly requested to return to the Company (c/o areg.ch ag, Fabrikstrasse 10, CH-4614 Hägendorf) the enclosed form regarding the exercise of voting rights and the appointment of proxy by no later than 5 May 2015, so their admission ticket and voting documents can be dispatched in good time. Admission tickets and voting documents will be sent out starting on 28 April 2015.

EXERCISE OF VOTING RIGHTS AND APPOINTMENT OF PROXY

Shares only qualify for voting if entered in the Share Register with voting rights on 27 April 2015.

The form attached to this invitation may be used as follows: (i) to order the admission ticket and the voting documents so as to attend the Annual General Meeting in person, (ii) to appoint in writing another shareholder of the Company as proxy; or (iii) to appoint the Independent Proxy, BDO AG, Entfelderstrasse 1, CH-5001 Aarau, by using the enclosed envelope.

ELECTRONIC AUTHORIZATIONS AND INSTRUCTIONS TO THE INDEPENDENT PROXY

Shareholders may issue electronic authorizations and instructions to the Independent Proxy at www.sherpany.com/actelion. The requisite login data is enclosed in the meeting materials supplied to the Shareholders. Shareholders may change any instructions they may have communicated electronically up to but no later than, 11.59 p.m. on 5 May 2015.

TRANSLATION SERVICE

The Annual General Meeting will be held in English, and simultaneous translation into German will be available. Headsets will be provided in the foyer.

SPEAKER’S DESK

Shareholders who wish to speak are kindly asked to notify the speakers’ desk (Wortmeldeschalter) situated near the registration desk before the Annual General Meeting begins.

SHAREHOLDER MOTIONS

Motions from Shareholders with regard to agenda items are only permissible if they are submitted to the Annual General Meeting by the respective Shareholders or by an individual proxy acting on their behalf. The Independent Proxy will not act as an individual proxy for this purpose.

Allschwil, 10 April 2015

For the Board of Directors: Dr. Jean-Pierre Garnier Chairman

AGENDA ITEM REQUESTS

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APPENDICES TO THE AGM INVITATION

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Actelion Annual General Meeting 2015

MS. HERNA VERHAGEN

Herna Verhagen (49), a Dutch citizen, became Chief Executive Officer of PostNL N.V., a mail, parcel and e-commerce corporation, in April 2012.

Prior to this Ms. Verhagen served as member of the Board of Management of PostNL N.V. and held various executive positions within the Group. Ms. Verhagen’s portfolio includes corporate strategy, public affairs, communications, corporate responsibility, human resources and internal audit.

Ms. Verhagen holds a MSc in Human Resource Studies and a LLM in Business Law.

Ms. Verhagen also serves in the Supervisory Board of Rexel S.A. and is a member of the Executive Committee and General Board of the Confederation of Netherlands Industry and Employers (VNO-NCW).

MR. DAVID STOUT

David Stout (60), a US citizen, was President, Pharmaceutical Operations at GlaxoSmithKline, where he was responsible for the company’s global pharmaceutical operations from 2003 to 2008.

Prior to this Mr. Stout was President of GlaxoSmithKline’s US pharmaceuticals business and before that SmithKline Beecham’s North American pharmaceuticals business. Before joining SmithKline Beecham, Mr. Stout worked for many years at Schering-Plough. With over 20 years of senior management experience, Mr. Stout brings extensive international sales, marketing, operational and supply chain experience of the pharmaceutical industry.

Mr. Stout holds a BA in Biology. He serves on the Boards of the public companies Airgas, Inc. and Jabil, Inc. and the non-public company NanoBio Corporation. He has served on the Board of Shire, Plc. from 2010 until 2015 and will not stand for re-election at their AGM in April.

APPENDIX 1: BIOGRAPHIES OF PROPOSED NEW DIRECTORS

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1. INTRODUCTIONFollowing approval of an initiative by Swiss voters on March 3, 2013, the Ordinance against Excessive Compensation in Listed Companies (“Ordinance”) came into effect on January 1, 2014.

Under the Ordinance, the compensation of the Board of Directors and the Executive Management (Actelion Executive Committee or “AEC”) has to be submitted to a binding shareholder vote for approval as of the 2015 Annual General Meeting. Appropriate amendments to the Articles of Association of Actelion Ltd were approved by shareholders at the 2014 Annual General Meeting.

The shareholder approval of the maximum total amount of compensation of the Board of Directors relates to the one year period from the 2015 Annual General Meeting to the 2016 Annual General Meeting. The shareholder approval of the maximum total compensation amount of the AEC relates to the 2016 financial year. On the following pages, important information with regard to these votes can be found.

2. APPROVAL OF BOARD COMPENSATION (NON-EXECUTIVE DIRECTORS “NEDS”)

a) NED compensation structure for the AGM 2015 – AGM 2016 Board term

b) Explanation of the calculation of the Board Compensation (NEDs) AGM 2015 – AGM 2016

The aggregate NED maximum compensation for the Board term 2015–2016 proposed for approval at the AGM is CHF 2.27 mio (excluding social security contributions) for 9 members, excluding the CEO. Total NED compensation for the 2014–2015 term was CHF 2.03 mio (CHF 2.1 mio for calendar year 2014 as

reported in the 2014 Compensation Report, (excluding social security contributions, which are paid in addition) for 9 members, excluding the CEO. The proposal for the Board Term 2015-2016 represents an overall increase of 11.8%, reflecting the following changes:

1. One additional Finance & Audit Committee membership, with a retainer of CHF 12,000.

2. An increase in the Chairman of the Board’s retainer, from CHF 320,000 to CHF 420,000 as approved by the Compensation Committee in February 2015. This increase reflects the scope of the Chairman's responsibilities and time commitment commensurate with the role, and brings his compensation in line with the median Chairman compensation for the 40-company benchmark peer group reported by the company in the 2014 Compensation Report. No other increases to NED compensation are proposed for the AGM 2015 – AGM 2016 Board term.

3. A reserve of 5% for potential additional committee memberships and extraordinary time fees during the AGM 2015 – AGM 2016 Board term.

PROPOSED AGM 2015 – AGM 2016 TERM MAXIMUM COMPENSATION VS AGM 2014 – AGM 2015 NED COMPENSATION (CHF MIO)*

2.03 2.16

0.11

2014 - 2015(9 NEDS)

2015 - 2016 Budget(9 NEDS)

5% Margin for potential additional committee membership and extraordinary time fees

Board & Committee Retainers (including Chairman)

Annual retainers CHF

Chairman of the Board

Board membership (including committee memberships) 420,000

Other Board members

Board membership

Finance & Audit Committee chairmanship

Finance & Audit Committee membership

Compensation Committee chairmanship

Compensation Committee membership

Nominating & Governance Committee chairmanship

Nominating & Governance Committee membership

200,000

22,000

12,000

17,000

9,000

13,000

6,000

APPENDIX 2: VOTE ON BOARD COMPENSATION (NON-EXECUTIVE DIRECTORS) AGM 2015 – AGM 2016, AND THE EXECUTIVE MANAGEMENT COMPENSATION 2016 (MAXIMUM AMOUNT)

* In connection with the payment of the Board fees, Actelion Ltd pays the company-related portion of contributions to social security systems in line with applicable law. These contributions are paid in addition to the proposed maximum total amount of compensation, however as a reference Actelion Ltd paid an amount of CHF 48,546 for the calendar year 2014.

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Actelion Annual General Meeting 2015

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3. Approval of Executive Management Compensation 2016 (Maximum Amount)

a) Overview of standard compensation elements for AEC members

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2 4 LONG-TERM INCENTIVE (LTI)

• Aligns AEC compensation with shareholder returns

• Annual grant consists of a mix of performance stock units (PSUs) and RSUs

• Vesting of PSUs is contingent on achievement of Total Shareholder Return compared to peer group and continued employment

• PSUs and RSUs vest 3 years after grant

• Grant is capped at 150% of target value

CASH BONUS

• Incentivizes the achievement of annual financial and individual performance goals

• Target award is a percentage of base salary

• The bonus payout, which is payable in cash during the year following the performance year, can range between 0-130% of the target payout based upon actual achievement of financial and individual goals compared against the pre-determined targets

BASE SALARY, ALLOWANCES AND BENEFITS

• Based on scope and level of responsibility of the position, and the knowledge and experience required to fulfill the role

• Statutory benefits and other allowances

DEFERRED EQUITY BONUS

• Designed to retain Actelion’s key executives

• Aligns compensation with the company’s financial performance

• Target award is a percentage of base salary, and final award is fully paid in restricted stock units (RSUs), capped at 130% of target

• RSUs are granted early in the performance year, based on a percentage of the executive base salary, with a performance and time vesting condition

• Following the performance year, the grant is adjusted based on actual performance against preset financial goals

• The adjusted grant vests 3 full years after grant

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b) Explanation of calculation of AEC Compensation 2016 (Maximum Amount)

The AEC maximum compensation for 2016 proposed for approval at the 2015 AGM is CHF 17.2 mio. This figure assumes no change in AEC headcount between 2015 and 2016. The AEC currently consists of 5 members, including the CEO.

The 2016 budget is calculated on the basis of maximum possible achievement in accordance with the relevant plan rules described in Section 3.a above, so as to accommodate any performance level in 2016, and to fulfill legal obligations.

If an AEC maximum compensation had been calculated for 2014 using the methodology described in Section 3.c below, it would have amounted to CHF 16.0 mio. The total 2014 payout (excluding social security contributions, which are paid in addition), as disclosed in the Compensation Report, was CHF 15.4 mio based on actual performance under plan rules.

These figures are summarized in the chart below:

* In connection with the payment of the AEC compensation, Actelion Ltd pays the company-related portion of contributions to social security systems in line with applicable law. These contributions are paid in addition to the proposed maximum total amount of compensation, however as a reference Actelion Ltd paid an amount of CHF 1.5 mio for the year 2014.

As shown in the chart, the AEC maximum compensation for 2016 shall not exceed CHF 17.2 mio, and comprises the following elements (excluding employer social security contributions):

Compensation Element Amount in CHF mio

Base Salary 3.5

Cash Bonus 2.8

Deferred Equity Bonus 4.7

Long-Term Incentive 4.6

COO Stretch Bonus Plan 1.0

Statutory Benefits 0.6 and Other Allowances

Total 17.2

c) Calculation methodology for compensation elements in 3.b

• Base Salary: Represents the aggregate salaries of the AEC in 2015, aged by 3%.

• Cash Bonus: Represents 130% of the aggregate 2015 cash bonus targets for AEC members as a percentage of base salary, as described above. The 130% cap is the maximum amount permitted by current plan rules.

• Deferred Equity Bonus: Represents 130% of the aggregate of the 2015 targets for AEC members as a percentage of base salary, as described above. The 130% cap is the maximum amount permitted by current plan rules.

• Long-Term Incentive: Represents 150% of the aggregate of the 2015 target fair values at grant for AEC members, aged 3% per year. The 150% cap is the maximum amount permitted by current plan rules.

• COO Stretch Bonus Plan: Represents the maximum potential payout under the COO Stretch Incentive Plan. Eligibility, goals, and payout curves for this plan are reviewed by the Compensation Committee on an annual basis.

• Statutory Benefits and Other Allowances: Represents allowances and employer pension contributions, calculated at 7.5% on base salary and 5% on the cash bonus.

2014 2015 2016

Actual AEC Compensation (as disclosed)*

AEC Maximum Compensation*

20.0

18.0

16.0

14.0

12.0

10.0

8.0

6.0

4.0

2.0

0.0

CHF

mio

15.416.0 16.6

17.2

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Actelion Annual General Meeting 2015